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United Therapeutics (UTHR) CEO sells 9,500 shares after option exercise under 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

UNITED THERAPEUTICS (UTHR) Chairperson & CEO Martine Rothblatt reported an exercise-and-sell transaction in company stock. On June 8, 2026, she exercised 9,500 stock options at an exercise price of $146.03 per share and sold 9,500 shares of common stock in multiple open-market trades at prices generally around $545–$551 per share. These transactions were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025. Following the transactions, she held 50,013 shares of common stock directly, in addition to several indirect holdings through family trusts and shares held by her spouse.

Positive

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Negative

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Insights

Pre-planned option exercise and matching share sale under a 10b5-1 plan.

Martine Rothblatt exercised 9,500 stock options at an exercise price of $146.03 and sold the same number of common shares in open-market trades around $545–$551 per share. The filing describes this as part of a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025.

The transaction pattern is a classic exercise-and-sell, converting option value into cash while maintaining a substantial remaining equity position. After these trades, she directly owned 50,013 shares and also had significant indirect holdings through family trusts and her spouse. Overall, this looks like routine, scheduled liquidity rather than a directional shift in exposure.

Insider ROTHBLATT MARTINE A
Role Chairperson & CEO
Sold 9,500 shs ($5.20M)
Type Security Shares Price Value
Exercise Stock Option 9,500 $0.00 --
Exercise Common Stock 9,500 $146.03 $1.39M
Sale Common Stock 1,462 $544.8918 $797K
Sale Common Stock 2,131 $546.1252 $1.16M
Sale Common Stock 1,525 $547.0684 $834K
Sale Common Stock 2,144 $547.9318 $1.17M
Sale Common Stock 948 $549.5834 $521K
Sale Common Stock 650 $550.3976 $358K
Sale Common Stock 640 $551.3694 $353K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option — 78,910 shares (Direct, null); Common Stock — 50,013 shares (Direct, null); Common Stock — 166 shares (Indirect, by Spouse)
Footnotes (1)
  1. This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person on November 7, 2025. This plan will continue until the earlier of: (a) the exercise of 1,734,410 stock options, all of which expire on March 15, 2027; or (b) December 31, 2026. Shares held in family trusts as to which the Reporting Person's spouse is sole trustee and sole beneficiary or co-trustee and settlor with power to revoke. Shares held in family trusts as to which the Reporting Person's spouse shares investment power and the Reporting Person and/or immediate family members are beneficiaries. Shares held in family trusts as to which the Reporting Person is sole trustee and sole beneficiary or co-trustee and settlor with power to revoke. This transaction was executed in multiple trades at prices ranging from $544.45 to $545.40. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $545.46 to $546.45. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $546.51 to $547.49. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $547.52 to $548.50. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $548.99 to $549.97. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $550.105 to $551.05. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $551.15 to $551.76. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Shares held in family trusts as to which the Reporting Person shares investment power and the Reporting Person and/or immediate family members are beneficiaries.
Options exercised 9,500 shares Stock options exercised on June 8, 2026
Exercise price $146.03 per share Exercise price for 9,500 stock options
Shares sold 9,500 shares Common stock sold in open-market trades on June 8, 2026
Sale price range $544.45–$551.76 per share Weighted-average trade ranges from multiple sale footnotes
Direct holdings after transaction 50,013 shares Common stock directly owned after June 8, 2026 transactions
Largest trust holding 324,443 shares Common stock held indirectly through a family trust
Spouse-held shares 166 shares Common stock held indirectly by spouse
Options remaining after exercise 78,910 options Stock option balance after 9,500-share exercise
Rule 10b5-1 trading plan regulatory
"This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
stock options financial
"This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
family trusts financial
"Shares held in family trusts as to which the Reporting Person's spouse is sole trustee and sole beneficiary"
beneficial ownership financial
"Shares held in family trusts as to which the Reporting Person shares investment power and the Reporting Person and/or immediate family members are beneficiaries."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ROTHBLATT MARTINE A

(Last)(First)(Middle)
C/O UNITED THERAPEUTICS CORPORATION
1000 SPRING STREET

(Street)
SILVER SPRING MARYLAND 20910

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
UNITED THERAPEUTICS Corp [ UTHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairperson & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/08/2026M(1)9,500A$146.0350,013D
Common Stock06/08/2026S(1)1,462D$544.8918(2)48,551D
Common Stock06/08/2026S(1)2,131D$546.1252(3)46,420D
Common Stock06/08/2026S(1)1,525D$547.0684(4)44,895D
Common Stock06/08/2026S(1)2,144D$547.9318(5)42,751D
Common Stock06/08/2026S(1)948D$549.5834(6)41,803D
Common Stock06/08/2026S(1)650D$550.3976(7)41,153D
Common Stock06/08/2026S(1)640D$551.3694(8)40,513D
Common Stock166Iby Spouse
Common Stock324,443Iby Trust(9)
Common Stock249,108Iby Trust(10)
Common Stock45,596Iby Trust(11)
Common Stock8,902Iby Trust(12)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$146.0306/08/2026M(1)9,50003/15/202003/15/2027Common Stock9,500$0.0078,910D
Explanation of Responses:
1. This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person on November 7, 2025. This plan will continue until the earlier of: (a) the exercise of 1,734,410 stock options, all of which expire on March 15, 2027; or (b) December 31, 2026.
2. This transaction was executed in multiple trades at prices ranging from $544.45 to $545.40. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. This transaction was executed in multiple trades at prices ranging from $545.46 to $546.45. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4. This transaction was executed in multiple trades at prices ranging from $546.51 to $547.49. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
5. This transaction was executed in multiple trades at prices ranging from $547.52 to $548.50. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
6. This transaction was executed in multiple trades at prices ranging from $548.99 to $549.97. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
7. This transaction was executed in multiple trades at prices ranging from $550.105 to $551.05. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
8. This transaction was executed in multiple trades at prices ranging from $551.15 to $551.76. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
9. Shares held in family trusts as to which the Reporting Person shares investment power and the Reporting Person and/or immediate family members are beneficiaries.
10. Shares held in family trusts as to which the Reporting Person's spouse is sole trustee and sole beneficiary or co-trustee and settlor with power to revoke.
11. Shares held in family trusts as to which the Reporting Person's spouse shares investment power and the Reporting Person and/or immediate family members are beneficiaries.
12. Shares held in family trusts as to which the Reporting Person is sole trustee and sole beneficiary or co-trustee and settlor with power to revoke.
Remarks:
/s/ John S. Hess, Jr. under Power of Attorney06/09/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did UTHR CEO Martine Rothblatt report in this Form 4?

She reported exercising 9,500 stock options at an exercise price of $146.03 per share and selling 9,500 United Therapeutics common shares in open-market trades around $545–$551 per share, all under a pre-arranged Rule 10b5-1 trading plan.

How many UNITED THERAPEUTICS (UTHR) shares did the CEO sell?

Martine Rothblatt sold 9,500 shares of United Therapeutics common stock on June 8, 2026. The shares were sold in multiple open-market transactions at weighted average prices generally between about $545 and $551 per share, according to the Form 4 details.

What stock options did the UTHR CEO exercise in this filing?

She exercised 9,500 stock options for United Therapeutics common stock at an exercise price of $146.03 per share. These options are part of a larger grant that expires on March 15, 2027, as referenced in the Form 4 footnotes describing the 10b5-1 trading plan.

Was the UTHR CEO’s stock sale pre-planned under a Rule 10b5-1 plan?

Yes. The Form 4 states the option exercise and resulting share sale were executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025. The plan continues until either 1,734,410 options are exercised or December 31, 2026.

How many UTHR shares does Martine Rothblatt hold after these transactions?

After the reported transactions, she directly holds 50,013 United Therapeutics common shares. The filing also shows several indirect positions, including large blocks held through family trusts and 166 shares held by her spouse, reflecting additional indirect ownership interests.

What indirect United Therapeutics holdings are shown for the UTHR CEO?

The Form 4 lists multiple indirect holdings through family trusts, including positions of 8,902 shares, 45,596 shares, 249,108 shares, and 324,443 shares, as well as 166 shares held by her spouse. These are reported as indirect beneficial ownership interests.